This CD-ROM program, designed for ages 5-10, has six activities designed to offer students experiences with a variety of thinking skills: memory, critical thinking, problem solving, and creativity. The Create mode allows students to experiment, explore, and create; and in the Question and Answer mode students answer a character's questions. In Oranga Banga students become familiar with the sounds of a variety of instruments; then Oranga Banga plays a pattern that the students try to repeat. In BLOX - Flying Shapes students develop an awareness of spatial relationships, and the differences and similarities in shapes, by using geometric shapes, motion, and sound. Feathered Friends teaches students visual discrimination; how to recognize, compare, and combine attributes; how to use parts to create a whole; how to complete patterns; how to recognize changes and attributes that create patterns; and how to hypothesize and test a rule. In Toony Loon students improvise their own musical patterns and tunes on unique xylophones. In the final activity, Fripple Shop, students are shown a variety of Fripples each with different attributes. Customers order fripples with specific attributes and the student must find them. Students may receive Fripple orders from customers by: clicking on the door (auditory and visual); clicking on a fax (visual only); or clicking the phone (auditory only). This Activity allows teachers and parents to observe how individual students learn.